UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TC Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Georgia |
86-2650449 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
131 South Dawson Street
Thomasville, Georgia 31792
(229) 226-3221
(Address, including zip code, and telephone number, including area code, of principal executive offices)
TC Bancshares, Inc. 2022 Equity Incentive Plan
(Full title of the plan)
Gregory H. Eiford
Chief Executive Officer
131 South Dawson Street
Thomasville, Georgia 31792
(229) 226-3221
(Name, address, and telephone number of agent for service)
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Copies to:
Robert D. Klingler, Esq. Nelson Mullins Riley & Scarborough LLP 201 17th Street NW Suite 1700 Atlanta, GA 30363 Telephone: (404)322-6037 |
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Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The purpose of this Form S-8 Registration Statement is to register an aggregate of 700,000 shares of TC Bancshares, Inc. (“we,” “our,” “us,” “Registrant” or the “Company”) common stock, par value $0.01 per share (the “Common Stock”), that may be offered pursuant to the TC Bancshares, Inc. 2022 Equity Incentive Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Part I will be sent or given by the Company to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the U.S. Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this registration statement under Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b). Any such request should be directed to Linda K. Palmer, at the Company’s address at 131 South Dawson Street, Thomasville, Georgia 31792. The telephone number for Ms. Palmer is (229) 226-3221.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the SEC are incorporated by reference in this registration statement:
All documents subsequently filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if such individual conducted himself in good faith and such individual reasonably believed, in the case of conduct in an official capacity, that such conduct was in the best interests of the corporation and, in all other cases, that such conduct was at least not opposed to the best interests of the corporation and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such conduct was unlawful. Subsection (d) of Section 14-2-851 of the Code provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under Section 14-2-851 of the Code or in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that personal benefit was improperly received by him.
Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Code a court may order a corporation to indemnify a director or advance expenses if such court determines that the director is entitled to indemnification under the Code or that it is fair and reasonable to indemnify such director in view of all the relevant circumstances, even if such director has not met the standard of conduct set forth in Section 14-2-851 of the Code, failed to comply with Section 14-2-853 of the Code or was adjudged liable according to Section 14-2-851 of the Code. However, if such director was adjudged liable, the indemnification shall be limited to reasonable expenses incurred in connection with the proceeding. If the court orders indemnification and/or advance of expenses pursuant to Section 14-2-854 of the Code, the court may also order the corporation to pay the director's reasonable expenses in obtaining the court-ordered indemnification or advance of expenses.
Section 14-2-852 of the Code provides that if a director has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, because he or she is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by the director in connection therewith.
Section 14-2-857 of the Code provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director and if he or she is not a director to such further extent as may be provided in its articles of incorporation, bylaws, a resolution of its board of directors or a contract except for liability arising out of conduct that constitutes: (i) appropriation of any business opportunity of the corporation in violation of his duties; (ii) acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) receipt of an improper personal benefit; or (iv) making distributions in violation of Section 14-2-640 of the Code. Section 14-2-857 of the Code also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 14-2-852 and is entitled to apply for court-ordered indemnification or advances for expenses under Section 14-2-854, in each case to the same extent as a director. In addition, Section 14-2-857 provides that a corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, action of its board of directors or by contract.
Section 14-2-858 of the Code provides that a corporation may purchase and maintain on behalf of a director, officer, employee or agent of a corporation insurance against liability asserted against or incurred by that person serving in such capacity for the corporation or arising from his status.
Section 9.1 of the Company’s Amended and Restated Bylaws, as amended (the “bylaws”), provides Company shall indemnify, defend and hold harmless any person (or their heirs, executors, or administrators) for any liability and all reasonable expenses actually incurred in connection with any action, suit or proceeding, civil or criminal, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the Company, or that such person is or was serving, at the request of the Company, as a director, officer, or fiduciary of another corporation, company, trust, or other organization or enterprise, if and to the extent: (a) such person conducted himself or herself in good faith; and (b) such individual reasonably believed: (i) in the case of conduct in his or her official capacity, that such conduct was in the best interests of the Company; (ii) in all other cases, that such conduct was at least not opposed to the best interests of the Company; and (iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.. Under our bylaws, each of our officers who are not
directors is entitled to the same indemnification rights, including the right to the advancement of reasonable expenses, which are provided to our directors.
Section 9.4 of the bylaws provides that the right to indemnification includes the right to the advancement of reasonable expenses by us if (a) he or she furnishes the Company written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth above, and (b) he or she furnishes the Company a written undertaking, executed personally or on his or her behalf, to repay any advances if it is ultimately determined that he or she is not entitled to indemnification.
Section 9.5 of the bylaws provides that the Company may purchase and maintain on behalf of a director, officer, employee or agent of the corporation insurance against liability asserted against or incurred by that person serving in such capacity for the corporation or arising from his status with the corporation whether or not the corporation would have the power to indemnify that person under the Bylaws.
The foregoing is only a general summary of certain aspects of Georgia law and the Company’s articles of incorporation and bylaws dealing with indemnification of directors and officers and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of those sections of the Code referenced above and the Company’s articles of incorporation and bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits required to be filed as part of this registration statement are listed in the Exhibit Index attached hereto and are incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant: Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thomasville, State of Georgia, on December 21, 2022.
TC BANCSHARES, INC.
By:/s/ Greg H. Eiford
Nsme: Greg H. Eiford
Title: President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Greg H. Eiford with full power of substitution, such person’s true and lawful attorney-in-fact and agent for such person, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to comply with the Securities Act of 1933 and any rules or regulations or requirements of the Commission in connection with this registration statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this registration statement, to any and all amendments, both pre-effective and post-effective, and supplements to this registration statement, and to any and all instruments or documents filed as part of or in conjunction with this registration statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
/s/ Greg H. Eiford |
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Director, Chief Executive Officer |
December 21, 2022 |
Greg H. Eiford |
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(Principal Executive Officer) |
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/s/ Linda K. Palmer |
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Chief Financial Officer |
December 21, 2022 |
Linda K. Palmer |
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(Principal Financial and Accounting Officer) |
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/s/ G. Matthew Brown |
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Director |
December 21, 2022 |
G. Matthew Brown |
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/s/ Peter A. DeSantis, III |
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Director |
December 21, 2022 |
Peter A. DeSantis, III |
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/s/ Charles M. Dixon |
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Director |
December 21, 2022 |
Charles M. Dixon |
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/s/ Jefferson L. Johnson |
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Director |
December 21, 2022 |
Jefferson L. Johnson |
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/s/ Fortson T. Rumble |
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Director |
December 21, 2022 |
Fortson T. Rumble |
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/s/ Stephanie B. Tillman |
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Director |
December 21, 2022 |
Stephanie B. Tillman |
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EXHIBIT INDEX
Except as indicated below as being incorporated by reference to another filing with the Commission by the Company, the following exhibits to this registration statement are being filed herewith:
Exhibit No. |
Description of Exhibit
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4.1 |
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4.2 |
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4.4 |
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4.5 |
Form of Award Agreement for Stock Options.
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4.6 |
Form of Award Agreement for Restricted Stock.
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4.7 |
Long-Term Debt. The registrant has outstanding long-term debt which at the time of this filing does not exceed 10% of the registrant’s total consolidated assets. The registrant agrees to furnish copies of the agreements defining the rights of holders of such long-term debt to the SEC upon request. |
5.1 |
Opinion of Nelson Mullins Riley & Scarborough LLP.
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23.1 |
Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1).
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23.2 |
Consent of Wipfli LLP.
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24.1 |
Power of Attorney (included on the signature page hereto).
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107.1 |
Filing Fee Table.
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EX 4.5
TC BANCSHARES, INC.
2022 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of this ___ day of ________, 20__, between TC Bancshares, Inc., a Georgia corporation (the “Company”), and _________ (the “Optionee”).
WHEREAS, on July 20, 2022, the Board of Directors of the Company adopted the “TC Bancshares, Inc. 2022 Equity Incentive Plan” (the “Plan”), and recommended that the Plan be approved by the Company’s shareholders;
WHEREAS, the Company’s shareholders approved the Plan at a special meeting of shareholders held on September 21, 2022;
WHEREAS, the Committee has granted the Optionee a stock option to purchase the number of shares of the Company’s common stock as set forth below, and in consideration of the granting of that stock option the Optionee intends to remain in the employ of the Company;
WHEREAS, the Company considers it desirable and in its best interest that the Optionee be provided an inducement to acquire an ownership interest in the Company and an additional incentive to advance the interest of the Company through the grant of an option to purchase shares of common stock of the Company pursuant to the Plan; and
WHEREAS, the Company and the Optionee desire to enter into a written agreement with respect to such option in accordance with the Plan.
NOW, THEREFORE, as an employment incentive and to encourage stock ownership, and also in consideration of the mutual covenants contained herein, the Company and the Optionee agree as follows.
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Date of Grant: |
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Number of Shares: |
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Exercise Price: |
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Option Vesting Schedule: |
Options are exercisable with respect the shares of Common Stock as follows, subject in each case to continuous employment with or service as a director of the Company or any Participating Employer through each such vesting date, and subject to the provisions of Section 7 of this Agreement: |
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Vesting Date |
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[grant date] |
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[1st anniversary of grant date] |
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[2nd anniversary of grant date] |
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[3rd anniversary of grant date] |
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[4th anniversary of grant date] |
Option Exercise Period: All options expire and are void unless exercised on or before _____________. [10th anniversary of grant date.]
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This Option does not confer upon the Optionee any right with respect to continuance of employment by the Company or by any Participating Employer. This Option shall not be affected by any change of employment so long as the Optionee continues to be an employee of the Company or any Participating Employer.
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[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the Board of Directors of the Company has caused this Stock Option Agreement to be executed on behalf of the Company and the Company’s seal to be affixed hereto and attested by the Secretary or an Assistant Secretary of the Company, and the Optionee has executed this Stock Option Agreement under seal, all as of the day and year first above written.
TC BANCSHARES, INC. |
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EX 4.6
TC BANCSHARES, INC.
2022 EQUITY INCENTIVE PLAN
Restricted Stock Award Grant Notice
Participant Name: |
_________ |
Company: |
TC Bancshares, Inc. |
Notice: |
A summary of the terms of your grant of Restricted Shares is set out in this notice (the “Grant Notice”) but subject always to the terms of the TC Bancshares, Inc. 2022 Equity Incentive Plan (the “Plan”) and the Restricted Stock Award Agreement (the “Award Agreement”). In the event of any inconsistency between the terms of this Grant Notice, the terms of the Plan and the Award Agreement, the terms of the Plan and the Award Agreement shall prevail. |
Type of Award: |
Restricted Stock Award |
Stock: |
Shares of common stock, $0.01 par value per share, of the Company |
Number of Shares of Stock Subject to Grant: |
_________ shares |
Grant Date: |
_________ |
Vesting Schedule: |
Restricted Shares granted will vest (i.e., restrictions shall lapse) in accordance with the following schedule, provided that you have provided continuous employment with or service as a director of the Company or any Participating Employer through each such vesting date: |
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No. of Shares _________ _________ _________ _________ _________ |
Vesting Date [grant date] [1st anniversary of grant date] [2nd anniversary of grant date] [3rd anniversary of grant date] [4th anniversary of grant date] |
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In the event of a Change of Control, all unvested Restricted Shares will automatically vest in full immediately prior to the consummation of the Change of Control. In the event of termination of employment with, or service as a director to, the Company or any Participating Employer because of Participant’s death or disability, all unvested Restricted Stares will automatically vest in full immediately prior to such termination of employment or service. |
Acceptance: |
You acknowledge receipt of, and understand and agree to, this Grant Notice, the Award Agreement and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Award Agreement and the Plan set forth the entire understanding between you and the Company or any Participating Employer regarding the Restricted Shares and supersede all prior oral and written Award Agreements on the subject. |
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Grant Notice as of the Grant Date.
TC bancshares, inc.
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PARTICIPANT
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Attachments:
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TC bancshares, inc.
Restricted Stock Award Agreement
Pursuant to the Restricted Stock Grant Notice (the “Grant Notice”) and this Restricted Stock Award Agreement (this “Award Agreement”), TC Bancshares, Inc. (the “Company”) has granted the Participant, as identified in the Grant Notice, the number of restricted shares of the Company’s Common Stock under the Company’s 2022 Equity Incentive Plan (the “Plan”) indicated in the Grant Notice (the “Restricted Shares”). Capitalized terms not defined in this Award Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the Plan or the Grant Notice, respectively.
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“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH RESTRICTED STOCK AWARD IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”
The Company shall remove or cause the removal of the foregoing legend as and to the extent of the lapse of the applicable Restrictions.
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ATTACHMENT A
ELECTION UNDER SECTION 83(B)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to §83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum tax income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:
Name:
Address:
SS#
_________ shares of Common Stock of TC Bancshares, Inc., a Georgia corporation (the “Company”), granted pursuant to a Restricted Stock Award under the Company’s Equity Incentive Plan.
The taxable year for which the election is made is calendar year .
The Restricted Shares are subject to a vesting schedule pursuant to which restrictions on transfer will lapse.
A copy of this statement has been furnished to the Company.
Dated: |
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Taxpayer: |
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EX 5.1 |
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NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW |
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201 17th Street NW Suite 1700 Atlanta, GA 30363 T: 404.322.6000 F: 404.322.6050 nelsonmullins.com |
December 27, 2022
TC Bancshares, Inc.
131 South Dawson Street
Thomasville, GA 31792
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to TC Bancshares, Inc. (the “Company”) in connection with the proposed registration by the Company of up to 700,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable under the TC Bancshares, Inc. 2022 Equity Incentive Plan (the “Plan”), pursuant to a Registration Statement on Form S-8 (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”). We have been advised that the Plan was adopted and approved by the shareholders of the Company on September 21, 2022 and the Company has represented that as of the date hereof, no awards have been granted under the Plan.
The opinions contained in this letter (herein called “our opinions”) are based exclusively upon the Georgia Business Corporation Code, as now constituted. We express no opinion as to the applicability of, compliance with, or effect of any other law or governmental requirement with respect to the Company.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto. We
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
TC Bancshares, Inc.
December 27, 2022
Page 2
have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon (i) statements and representations of officers and other representatives of the Company, and (ii) factual information we have obtained from such other sources as we have deemed reasonable.
For purposes of this opinion, we have relied without any independent verification upon factual information supplied to us by the Company. We have assumed without investigation that there has been no relevant change or development between the dates as of which the information cited in the preceding sentences was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosure necessary to prevent such information from being misleading.
Based upon and subject to the foregoing, we hereby advise you that in our opinion, each share of Common Stock registered under the Registration Statement and issuable under the Plan, when issued as authorized by the Company in accordance with the Plan and a valid award agreement entered into in accordance therewith, and when certificates representing such shares have been duly counter-signed by the Company’s transfer agent and registered by its registrar, upon receipt of the consideration to be received therefor (and provided that the board of directors shall have determined that such consideration is adequate), will be validly issued, fully paid and non-assessable.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally; (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (iii) public policy considerations which may limit the rights of parties to
obtain certain remedies; and (iv) any laws except the Georgia Business Corporation Code. Our advice on any legal issue addressed in this letter represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case, and this letter is not intended to guarantee the outcome of any legal dispute which may arise in the future.
This opinion is being rendered to be effective as of the effective date of the Registration Statement, and we hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of each share of Common Stock registered under the Registration Statement.
TC Bancshares, Inc.
December 27, 2022
Page 3
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present Georgia Business Corporation Code be changed by legislative action, judicial decision or otherwise, should there be factual developments which might affect any matters or opinions set forth herein or for any other reason. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
Very truly yours,
/s/ Nelson Mullins Riley & Scarborough, LLP
NELSON MULLINS RILEY & SCARBOROUGH, LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
TC Bancshares, Inc. and Subsidiary
We consent to incorporation by reference in the Registration Statement of TC Bancshares, Inc. on Form S-8 relating to the TC Bancshares, Inc. 2022 Equity Incentive Plan, of our report dated March 24, 2022, relating to our audit of the consolidated financial statements of TC Bancshares, Inc. and Subsidiary for the year ended December 31, 2021, which report appears in the Annual Report on Form 10-K of TC Bancshares, Inc. and Subsidiary for the year ended December 31, 2021.
/s/ Wipfli LLP
Atlanta, Georgia
December 27, 2022
EX 107.1
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
TC Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit Per Share(2) |
Maximum Aggregate Offering Price(2) |
Fee Rate |
Amount of Registration Fee |
Equity |
Common stock, par value $0.01 per share |
Rule 457(c) and Rule 457(h) |
700,000(1) |
$ 14.70 |
$ 10,290,000 |
$110.20 per $1,000,000 |
$ 1,134 |
Total Offering Amounts |
|
|
|
$ 1,134 |
|||
Total Fee Offsets |
|
|
|
— |
|||
Net Fee Due |
|
|
|
$ 1,134 |
(1) |
Represents shares of common stock issuable under the TC Bancshares, Inc. 2022 Equity Incentive Plan (the “Plan”). In addition to such shares, pursuant to Rule 416(a) under the Securities Act, this registration statement covers an undetermined number of shares of common stock of the registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder. |
|
|
(2) |
Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high and low prices for TC Bancshares, Inc.’s common stock on The NASDAQ Capital Market on December 19, 2022, which date is within five business days prior to filing this registration statement. |
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